SECOND AMENDMENT TO SALES PROMOTION AND DISTRIBUTION AGREEMENT
THIS SECOND AMENDMENT, dated as of the effective date set forth in Section 2.01 below (this “Amendment”), by and among NABRIVA THERAPEUTICS IRELAND DESIGNATED ACTIVITY COMPANY, an Irish designated activity company (“Distributor”), with its registered office at Alexandra House, Office 225/227, The Sweepstakes, Ballsbridge, Dublin 4, D04 C7H2, Ireland, MSD INTERNATIONAL GMBH, a Swiss corporation (“MSD”), with offices at Weystrasse, 20, 6006 Lucerne, Switzerland, and, solely for purposes of Sections 7.1, 7.2 and 8.1.5 of the Agreement, MERCK SHARP & DOHME CORP., a New Jersey corporation (“Supplier”), with offices at 2000 Galloping Hill Road, Kenilworth, NJ 07033, USA, amends the Sales Promotion and Distribution Agreement by and among Distributor, MSD and, solely for purposes of Sections 7.1, 7.2 and 8.1.5 of the Agreement, Supplier, dated as of July 15, 2020 (the “Agreement”).
W I T N E S E T H:
WHEREAS, the Parties are party to the Agreement; pursuant to which, among other things, Distributor will Promote and Distribute the Products in the Territory; and
WHEREAS, the Parties desire to amend the Agreement in order to change the timing of deployment of sales representatives in the Territory and the supply prices;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Amendments to the Agreement
1.01 Amendment to Section 2.1.3. Clause (iii) of Section 2.1.3 of the Agreement is hereby amended and restated to read as follows:
“… (iii) Distributor will deploy qualified, trained and experienced sales representatives in the Territory in accordance with the timeline set forth in the Territory Promotion Plan, which sales representatives shall be either employed by Distributor or engaged through its CSO in accordance with Section 2.5;…”
1.02 Amendment and Restatement of Schedule 1.83. Schedule 1.83 of the Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit A to this Amendment.
1.03 Amendment and Restatement of Schedule 7.1. Schedule 7.1 of the Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit B to this Amendment.
1.04 Amendment and Restatement of Section 8.1.5. Section 8.1.5 of the Agreement is hereby amended and restated in its entirety to read as follows: